filled out in the registration form, on the one side and us, VOGSY B.V., Barbara Strozzilaan 101, 1083 HN Amsterdam,
on the other side.
VOGSY’s functionalities are further described in the service description that is made available by us on our website.
Right to use VOGSY
Your employees may use VOGSY for project management and business management purposes. This right of use is non exclusive,
non transferable and is limited by and subject to our agreement.
In VOGSY you may grant administrator rights to individuals (“administrators”) in your organization. Administrators may manage
VOGSY for your company, create and manage user accounts and attribute authorization levels to users or groups
of users. These authorization levels determine to which functions in VOGSY a user has access.
VOGSY may offer the possibility to connect to other applications via API interfaces integrated within VOGSY, for which additional
developer terms and conditions may apply.
Provision of our services
We are committed to maximize the availability and usability of VOGSY.
We continuously improve VOGSY. We may add, remove and/or alter functionalities from time to time. In the event that we remove
a function from VOGSY that has a material adverse effect for you, you may terminate the agreement within 30 days
from the notification of such change.
Based upon reasonable grounds, including but not limited to (suspected) misuse, violation of these terms or our user instructions
or in case of fraud, we may
(i) adapt or limit the functionality of VOGSY,
(ii) block access to VOGSY,
(iii) block a certain account or (iv) terminate the agreement.
You will be responsible for implementing VOGSY within your organization. You may contract a service provider to assist you
with the implementation. We can assist you finding an implementation partner.
You will be responsible for arranging the support you require for your use of VOGSY. You may contract a service provider
to provide you with support services. We can assist you finding a support partner.
You are responsible for all hardware, software and telecom services required to use VOGSY. Use of VOGSY requires a G Suite
account. You are responsible for your users having a valid G Suite account.
You are responsible for all use that is made of VOGSY by your users and administrators and with the log-in data consisting
of usernames and passwords assigned to your users and administrators. With respect to the use of VOGSY and the
log-in data the following applies:
(a) You will ensure that only authorized users are given access to VOGSY.
(b) Log-in data is personal for the designated user and may not be shared with or used by other users.
(c) You are responsible for keeping the log-in data confidential and secure and will follow all our reasonable instructions
in that respect.
(d) If you suspect misuse of the use of VOGSY or the log-in data or become aware of the fact
that log-in data have not been kept secure or confidential, you will inform us immediately and we may
(i) adapt or limit the functionality of VOGSY,
(ii) block access to VOGSY or
(iii) block a certain account.
VOGSY may only be used for the purpose for which VOGSY has been made available as stated in the user documentation. VOGSY
is designed for use by natural persons. Use of VOGSY by means of software agents is prohibited.
You must comply with all relevant laws and regulations when using VOGSY. You must also comply with all our reasonable user
instructions made known by us from time to time.
If you, when using VOGSY, get access to information that clearly is not meant for you, please do not access that information
and inform us.
Fees and payment
You must pay the agreed fees as specified on our website.
Fees shall be charged per month in arrears, based on the actual number of users that have been given access to VOGSY. Invoices
are payable within 14 days after date of invoice and payment will be effected automatically via the payment method
that you have selected during the registration process or in VOGSY. You agree to enable payment with the selected
payment method during the term of the agreement.
We have the right to block access to VOGSY or terminate the agreement in case you fail to pay us the applicable fees in time.
Early termination of an agreement in accordance with this clause does not entitle you to any refund from us whatsoever.
You will bear the costs of your own IT systems and telecom connections and software (including G Suite subscriptions) necessary
to use VOGSY.
All fees offered and agreed by us are stated in the currency specified in the registration form (and absent such specification
in euros) and are exclusive of turnover tax (VAT), sales taxes and other government taxes levied with respect
to the delivery of goods and/or the provision of services.
During the term of an agreement, we shall be entitled to adjust our fees every year, in line with the prices in the market.
We shall notify you of any changes in our fees in good time.
If you disagree with an invoice from us, you shall notify us accordingly within 14 days after the invoice date, stating the
reasons for its objection. If you dispute an invoice, this does not suspend your obligation to pay the invoice.
If the agreed term of payment is exceeded, you shall be in default by operation of law, without a prior demand or notice
of default being required from us. As from the moment you are in default, you shall owe us default interest equal
to the statutory interest for commercial contracts, plus compensation of the extrajudicial collection costs.
Rights shall only be conferred or transferred to you under the condition that you fully and timely pay the fees agreed thereto.
Ownership of data
You are and will remain the sole owner of all data that you input in VOGSY.
On termination of the agreement, we will keep your data for maximally 1 month, after which period we will delete your data.
At request we can assist you in transferring data to you against our standard fees and provided there are no
outstanding invoices. We may require advance payment for such assistance.
Rights of intellectual property
All rights of intellectual property in VOGSY, including copyrights and tradename rights, are owned by us and/or our licensors.
You do not acquire any such rights. This also applies to any changes in the settings in VOGSY made by or on behalf
of your company. Insofar as necessary you herewith transfer any such rights to us and we accept such transfer.
Security and confidentiality
We will use commercially reasonable efforts to secure VOGSY, its contents and the data centers from which VOGSY is hosted
from unauthorized access and alteration, but cannot guarantee that unauthorized access or alteration will not
take place. VOGSY is hosted by Google and is secured according to the security standards of Google. For more
information see http://cloud.google.com/security. You are also required to take commercially reasonable efforts
to secure VOGSY from unauthorized access.
We are committed to keep the information you process in VOGSY and your use of VOGSY confidential. Notwithstanding the foregoing,
we are entitled to use the data obtained from your use of VOGSY for statistical and analytical purposes, including
but not limited to improve VOGSY and for making commercial offers. Furthermore we may use the aggregated, non-personally
identifiable data obtained from your use of VOGSY to enhance business productivity, including by creating useful
business insights from these data and allowing you to benchmark your business’ performance against other businesses.
You must refrain from breaching any security measure implemented in VOGSY and you must refrain from accessing or trying to
access the source codes of our software.
When using VOGSY you may enter personal data in VOGSY. With respect to such personal data the parties undertake to comply
with the applicable Data Protection legislation. With respect thereto the parties agree and understand that:
(a) you act as the controller and we act as the data processor;
(b) we will process the personal data according to your instructions, which instructions are deemed to be
incorporated in the agreement;
(c) we undertake confidentiality and security obligations as incorporated in the agreement;
(d) we will notify you of any breach of the security measures in relation to the personal data processed
by us on your behalf. This notification will include a description of:
(i) the nature of the breach;
(e) we will keep a list of all breaches that lead to a significant chance of severe negative effects or
to severe negative effects for the data protection. This list has to include, but should not be limited to, facts
and information about the nature of the breach;
(ii) authorities where further information about the breach can be acquired;
(iii) the recommended measures to be taken to restrict the negative effects of the breach;
(iv) the established and presumptive effects of the breach for the processing of the personal data and measures
we have taken or proposed to restrict these effects;
(f) the parties will renegotiate this agreement in good faith whenever a change of the personal data processed
hereunder or the reliability requirements requires so.
You indemnify us from any claim of a data subject or third party against us with regard to violations of this clause or your
violations of data protection law.
You understand that it is your responsibility to acquaint yourself sufficiently with VOGSY, its functionalities and its performance
before entering into this agreement and before using VOGSY for your business. You are aware that we offer the
possibility of free trial use of VOGSY for that purpose.
Except as to the express warranty contained herein, VOGSY is provided "as is" and we make no conditions, warranties or representations
of any kind with regard to VOGSY, including without limitation, the availability and any implied warranties of
satisfactory quality, uptime, merchantability, fitness for a particular purpose, title and non-infringement,
all of which are, to the extent permissible by law, hereby expressly excluded. We do not warrant that VOGSY is
available at all times, that VOGSY or the use thereof are bug free or that its use will be uninterrupted. VOGSY
is not warranted to be free from errors, nor is there any warranty of interoperability or compatibility with
any other equipment or software.
Limitations of liability
We shall not be liable to you or be deemed to be in breach of the agreement due to any cause beyond our reasonable control,
whether it could have been foreseen or not. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond our reasonable control: virus infections, hacking, interruptions of the internet,
Acts of God, explosion, flood, tempest, fire, extreme weather conditions, or accident; war or similar circumstance,
threat of war, insurrection, civil disturbance or requisition; acts, restrictions, regulations, prohibitions
or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations
or embargoes; strikes, lock-outs, boycotts, or other industrial action or trade disputes (whether involving our
employees or employees of a third party); and power failure or breakdown in machinery.
To the fullest extent permitted by law, our total liability whatsoever, in contract, tort (including negligence or breach
of statutory duty), or howsoever otherwise arising in connection with direct damage in the performance or contemplated
performance of the agreement for each respective breach or series of related breaches or any and all losses,
shall not exceed in the aggregate of the total annual fees paid by you to us in that year with a maximum of €
In no event shall we be liable to you for any indirect or consequential loss or damage (whether for loss of profit, loss
of business, loss of opportunity, missed savings, depletion of goodwill, loss due to loss or mutilation of data,
costs, expenses or other claims for consequential compensation).
The limitations and exclusions referred to in this clause will not apply in the event of:
(a) intent or willful recklessness of us, our subordinates or assistants; or
(b) damage resulting from death or injury.
We will be entitled to engage subcontractors for the performance of the agreement.
Term and termination
The agreements will last for the term of 12 months. The agreement will automatically renew with 12 months periods, unless
terminated by either party against the end of the fixed term or any 12 months extension at 3 months’ written
Each of the parties is entitled to terminate the agreement by written notice to the other party if:
(a) the other party is in a material breach of the agreement and has failed to rectify such breach within a reasonable period of ultimately
30 days after being demanded to do so by the other party; and/or
(b) if the other party applies for a (provisional)
suspension of payments, has been declared bankrupt in a final and conclusive judgment, or if the undertaking
of the other party is liquidated or ended, other than due to a merger or division of companies.
On termination of the agreement, whatever the cause, your right to use VOGSY ends by operation of law.
Clauses in these terms that need to remain effective will remain effective after the end of agreement.
Applicable Law and Forum
The agreement shall be interpreted in accordance with and be governed by the laws of Netherlands. Any dispute hereunder will
be submitted to the Court of Amsterdam, unless we as petitioner chooses to submit the dispute to any other court
having jurisdiction over you.